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HomeMy WebLinkAbout2021-180 PO 20210303- Johnson Controls Inc. 1 � F/411 C � Purchase Order ITY RECO L 111a Fiscal-Year 2021 Page: 1 of: 1 E 3� 1iw el�c�I tWITErt3i s �'[tilrr 1lUc`� i1=1 ll �51'C�- isii�l�d�L� B City of Ashland • ATTN:Accounts Payable L20 E. Main Purchase 20210303: L. Ashland,OR 97520 Order.# T Phone:541/552-2010 • O Email:payable@ashland.or.us • JOHNSON CONTROLS, INC. H C/0 Facilities Maintenance Div E N PO BOX 730068 I 90 North Mountain Ave D DALLAS,TX 75373-0068 P Ashland, OR 97520 OR Email:.CARRIE.L.GALLAGHER@JCI.COMPhone: 5411488-5358 T O Fax:541/552-2304 (425)398-6900 David Arnold i- 03/17/2021 567 • FOB ASHLAND OR/NET30 . City Accouhts Payable 1�t5�e_�� — __.: " `� �.,� --cwt !4�!= �1=.� fri: ". (as HVAC Repair • --- —- 1:HVAC Repair-Community Development 1.0 • $2,198.62 $2,198.62 Per attached Quote#1-1ALXLGOP Goods&Services Agreement Completion date:June 30,2021 • Project Account: • ***************GL SUMMARY*************** 082400-602400 $2,198.62 • • • • C - By: Date: L-)7]° 4 n _ Authorized Signature l4i-1 2198,62 • . FORM#3 CITY OF A vocit.m;:Vrf;.1 • , Pill'i.:11;.1';'' ')1(it'll' d. ( .g 9 3 ASHLAND ) 7a1) REQ p Q Q®N Date of request: 3/9/2021 Required date for delivery: . Vendor Name Johnson Controls Address,City,State,Zip 68S Parsons Drive.Suite B.Medford.OR 97501 Contact Name&Telephone Number Kimberly Lewis 541-227-5710 Entail address SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption:. 0 Invitation to Bid ❑ Form 1113,Written findings and Aulhorizatlon ❑ AMC 2.60 Dale approved by Council: , ❑ Written quote or proposal attached i, ❑ Written quote or proposal attached (Attach copy of council communication) (If council approval required,attach copy of CC) ® Small Procurement. ❑ jtequost for Proposal Cooperative'Procurement • Not exceeding$5,000 Date approved by Council: 0 State of Oregon FEI Direct Award _(Attach copy of council communication) Contract 11 ❑ VerballWrilten quotes)or proposal(s) ❑ Request for Qualifications(Public Works) 0 Stale of Washington Date approved by Council: Contract 11 (Attach copy of council communication) 0 Other government agency contract Jntermedlate Procurement ❑ Sole Source Agency GOODS&SERVICES 0 Applicable.Form(115,6,7 or 8) Contract 11 Greater than$5;000 and less than$100.000 ❑ Written quote or proposal attached Intergovernmental Agreement ❑ (3)Written quotes and solicitation attached 0 Form 114,Personal Services>$51(&<$751< Agency PERSONAL SERVICES ❑ Special Procurement ❑ Annual cost to Clly does not exceed$25,000. Greater than$5,000 and loss than$75,000 0 Form 119,Request for Approval Agreement approved by Legal and approvedlsigned by El Direct appointment not to exceed$35,000 ❑ Written quote or proposal attached C�ily Adminlstrator,AMC 2.60.070(9) . El (3)Written proposals/written solicitation Date approved by Council: lJ Annual cost to Clly exceeds$25,000,Council ' ❑ Form 114,Personal Services>$5K&<$75K Valid until: (Date) approval required.(Attach copy of council communication) l Description of SERVICES Total Cost Community Development—HVAC Repair(Quote 111-1ALXLGOP) $2,198,62 Item 1I Quantity Unit Description of MATERIALS ' Unit Price Total Cost I I ❑ Per attached quote/proposal • TOTAL COST $ Project Number •__ Account Number 082400-602400 'Expenditure must be charged to the appropriate account numbarsbor the financials to accurately reflect the actual expenditures. IT Director in collaboration wills department to pprove all hardware and software purchases: IT Director Date Support-Yes/No By signing lids requisition form,1 certify(half I e,9l s public contracting requirements have been satisfied � . 3(15,2674Employee: Department Head: _El o or greater than 55,000) Department ManageriSupervisor: City Administrator. - • pal to or greater than$25,000) Funds appropriated for current fiscal year: iy,�S-/'IVO ��— �i P�2/ Deputy Finance Director-(Equal too great han$5,000) Date Comments: • . Form 03-Requisition • I i FCITY OF FORM ASHLAND SOLE-SOURCE DETERMINATION AND WRITTEN FINDINGS GOODS AND SERVICES Less than $100,000 To: Scott Fleury, Public Wo'rks Director From: David Arnold,Facilities Maintenance Worker Date: 03-12-2021 Re: Sole Source Determination and Written Findings for Goods and Services In accordance with AMC 2.50.090(F),the Department Head shall determine in writing that there is only one provider of a product or service of the quality and type required available. Estimated total value of contract: $2198.62 Project name: TCU Blower Motor Replacement at Com Dev Description of goods and services: Field service to replace TCU Blower Motor Background: The City of Ashland Community Development HVAC system utilizes Johnson Controls parts and equipment. A blower motor for one of the temperature control units has failed and needs to be replaced. Johnson Controls has suggested replacement of the blower motor as well as the capacitor to restore operational readiness. Form#5-Sole Source—Goods and Services—Less than$100,000,Page 1 of 2,3/12/2021 Findings: [The findings below must include factual information supporting the determination]. Market Research Overall finding: [In accordance with ORS 279B.07 5, these are the examples of findings that should be addressed. Select at least one of the findings and prepare the determination as it specifically relates to the goods or services being procured. More than one finding can be addressed. The findings are as follows.] Pursuant to ORS 279B.075 (2)(a): Provide findings supporting your determination that the efficient utilization of existing goods requires the acquisition of compatible goods or services from only one source. The City of Ashland utilizes Johnson Controls HVAC control systems at The Community Development Building. All parts, equipment and service are proprietary and subject to Johnson Control warranties. All settings and calibrations must be implemented at time of service utilizing the Metasys operating software which is managed exclusively by Johnson Controls. Pursuant to ORS 279B.075 (2)(b): Provide findings supporting your determination that the goods or services required for the exchange of software or data with other public or private agencies are available from only one source. N/A Pursuant to ORS 279B.075 (2)(c): Provide findings supporting your determination that the goods or services are for use in a pilot or an experimental project. N/A Pursuant to ORS 279B.075 (2)(d): Any other findings that support the conclusion that the goods or services are available from only one source. N/A Form#5-Sole Source—Goods and Services—Less than$100,000,Page 2 of 2,3/12/2021 GOODS & SERVICES AGREEMENT PROVIDER: Johnson Controls CITY OF PROVIDER'S �S H LAN D CONTACT: Kimberly Lewis 20 East Main Street Ashland, Oregon 97520 ADDRESS:, 588 Parsons Drive, Suite B Telephone: 541/488-5587 Medford, OR 97501 Fax: 541/488-6006 PHONE: 541-227-5710 This Goods and Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and Johnson Controls, a domestic business corporation("hereinafter"Provider"),for HVAC services. 1. PROVIDER'S OBLIGATIONS 1.1 Provide HVAC services at Community Development as set forth in the "SUPPORTING DOCUMENTS" attached hereto and, by this reference, incorporated herein. Provider expressly acknowledges that time is of the essence of any completion date set forth in the SUPPORTING DOCUMENTS, and that no waiver or extension of such deadline may be authorized except in the same manner as herein provided for authority to exceed the maximum compensation. The goods and services defined and described in the"SUPPORTING DOCUMENTS" shall hereinafter be collectively referred to as"Work." 1.2 Provider shall obtain and maintain during the term of this Agreement and until City's final acceptance of all Work received hereunder, a policy or policies of liability insurance including commercial general liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars)per occurrence for Bodily Injury and Property Damage. 1.2.1 The insurance required in this Article shall include the following coverages: • Comprehensive General or Commercial General Liability, including personal injury, contractual liability, and products/completed operations coverage; and • Automobile Liability. 1.2.2 Each policy of such insurance shall be on an"occurrence" and not a "claims made" form, and shall: • Name as additional insured "the City of Ashland, Oregon, its officers, agents and employees" with respect to claims arising out of the provision of Work under this Agreement; • Apply to each named and additional named insured as though a separate policy had been issued to each,provided that the policy limits shall not be increased thereby; • Apply as primary coverage for each additional named insured except to the extent that two or more such policies are intended to "layer" coverage and, taken together, they provide total coverage from the first dollar of liability; • Provider shall immediately notify the City of any change in insurance coverage • Provider shall supply an endorsement naming the City, its officers, employees and agents as additional insureds by the Effective Date of this Agreement; and • Be evidenced by a certificate or certificates of such insurance approved by the City. Page 1 of 5: Agreement between the City of Ashland and Johnson Controls 1.3 All subject employers working under this Agreement are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126. 1.4 Provider agrees that no person shall, on the grounds of race, color, religion, creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of this Agreement when employed by Provider. Provider agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Provider agrees not to discriminate against a disadvantaged business enterprise,minority-owned business,woman-owned business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110. 1.5 In all solicitations either by competitive bidding or negotiation made by Provider for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Providers of the Provider's obligations under this Agreement and Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination laws: 2. CITY'S OBLIGATIONS 2.1 City shall pay Provider for its Work at the hourly rates and charges as set forth in Exhibit"X", entitled "Quote" which is attached hereto and incorporated herein by this reference, as full compensation for Provider's performance of all Work under this Agreement. 2.2 In no event shall Provider's total of all compensation and reimbursement under this Agreement exceed the sum of$2198.62 without express, written approval from the City official whose signature appears below, or such official's successor in office. Provider expressly acknowledges that no other person has authority to order or authorize additional Work which would cause this maximum sum to be exceeded and that any authorization from the responsible official must be in writing. Provider further acknowledges that any Work delivered or expenses incurred without authorization. 3. GENERAL PROVISIONS 3.1 This is a non-exclusive Agreement. City is not obligated to procure any specific amount of Work from • Provider and is free to procure similar types of goods and services from other providers in its sole discretion. 3.2 Provider is an independent contractor and not an employee or agent of the City for any purpose. 3.3 Provider is not entitled to, and expressly waives all claims to City benefits such as health and disability insurance, paid leave, and retirement. 3.4 This Agreement embodies the full and complete understanding of the parties respecting the subject matter hereof. It supersedes all prior agreements,negotiations, and representations between the parties, whether written or oral. 3.5 This Agreement may be amended only by written instrument executed with the same formalities as this Agreement. 3.6 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220, 279B.230 and 279B.235. Page 2 of 5: Agreement between the City of Ashland and Johnson Controls 3.7 This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue, and expressly consents that, upon motion of the other party, any case may be dismissed or its venue transferred, as appropriate, so as to effectuate this choice of venue. 3.8 Provider shall defend,save,hold harmless and indemnify the City and its officers,employees and agents from and against any and all claims, suits, actions, losses, damages, liabilities, costs, and expenses of any nature resulting from, arising out of, or relating to the activities of Provider or its officers, employees, contractors, or agents under this Agreement. 3.9 Neither party to this Agreement shall hold the other responsible for damages or delay in performance caused by acts of God, strikes,lockouts, accidents,or other events beyond the control of the other or the other's officers, employees or agents. 3.10 If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the intent of Provider and the City set forth in this Agreement. • 4. SUPPORTING DOCUMENTS The following documents are,by this reference,expressly incorporated in this Agreement,and are collectively referred to in this Agreement as the "SUPPORTING DOCUMENTS:" • The Provider's complete written Quote dated February 19,2021 5. REMEDIES 5.1 In the event Provider is in default of this Agreement, City may, at its option, pursue any or all of the remedies available to it under this Agreement and at law or in equity, including,but not limited to: 5.1.1 Termination of this Agreement; 5.1.2 Withholding all monies due for the Work that Provider has failed to deliver within any scheduled completion dates or any Work that have been delivered inadequately or defectively; 5.1.3 Initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; 5.1.4 These remedies are cumulative to the extent the remedies are not inconsistent,and City may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. 5.2 In no event shall City be liable to Provider for any expenses related to termination of this Agreement or for anticipated profits. If previous amounts paid to Provider exceed the amount due, Provider shall pay immediately any excess to City upon written demand provided. { 6. TERM AND TERMINATION 6.1 Term This Agreement shall be effective from the date of execution on behalf of the City as set forth below (the "Effective Date"), and shall continue in full force and effect until June 30, 2021, unless sooner terminated as provided in Subsection 6.2. Page 3 of 5: Agreement between the City of Ashland and Johnson Controls 6.2 Termination 6.2.1 The City and Provider may terminate this Agreement by mutual agreement at any time. 6.2.2 The City may, upon not less than thirty (30) days' prior written notice, terminate this Agreement for any reason deemed appropriate in its sole discretion. 6.2.3 Either party may terminate this Agreement, with cause, by not less than fourteen(14) days' prior written notice if the cause is not cured within that fourteen (14) day period after written notice. Such termination is in addition to and not in lieu of any other remedy at law or equity. 7. NOTICE Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in writing to the other party by personal delivery, by sending via a reputable commercial overnight courier, or by mailing using registered or certified United States mail, return receipt requested, postage prepaid, to the address set forth below: If to the City: City of Ashland—Facilities Maintenance Department Attn: David Arnold 90 North Mountain Avenue Ashland, Oregon 97520 Phone: (541) 552-2292 With a copy to: City of Ashland—Legal Department 20 E. Main Street Ashland, OR 97520 Phone: (541) 488-5350 • If to Provider: Johnson Controls Attn: Kimberly Lewis 588 Parsons Drive, Suite B Medford, OR 97501 541-227-5710 8. WAIVER OF BREACH One or more waivers or failures to object by either party to the other's breach of any provision,term,condition, or covenant contained in this Agreement shall not be construed as a waiver of any subsequent breach,whether or not of the same nature. 9. PROVIDER'S COMPLIANCE WITH TAX LAWS 9.1 Provider represents and warrants to the City that: 9.1.1 Provider shall, throughout the term of this Agreement, including any extensions hereof, comply with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. Page 4 of 5: Agreement between the City of Ashland and Johnson Controls 9.1.2 Provider, for a period of no fewer than six(6) calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.2 Provider's failure to comply with the tax laws of the State of Oregon and all applicable tax laws of any political subdivision of the State of Oregon shall constitute a material breach of this Agreement. Further, any violation of Provider's warranty, as set forth in this Article 9, shall constitute a material breach of this Agreement. Any material breach of this Agreement shall entitle the City to terminate this Agreement and to seek damages and any other relief available under this Agreement, at law,or in equity. IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. CITY OF ASHLAND: Johnson Controls (PROVIDER): • By: -eerip By: Kikktbe-Gy Le i s/ _ Signature clgu .�- pe Kimberly Lewis Printed Name' Printed Name Pus°L c atit_rs fltesi c COA II Title Title 15IZD2` 03/08/2021 ate Date (W-9 is to be submitted with this signed Agreement) Purchase Order No. Page 5 of 5: Agreement between the City of Ashland and Johnson Controls -_ �,_ - ey_ , ` i -.. ..r.„ 1`� • Y, r' • ' TU-5 BLOWER/CP-2 SEALJ Quote Prepared by Michael Hernandez Johnson � �4 02/19/2021 Controls `PROPOSAL . ; = -rte- " -. ccoul ff = ation r --:',--4.,----- --7,- - * f-7 ". tg"fix --..,,,,.T.--,-: ,:,-7, � k" -_-40-,----_-;,-�' ,,i � . s .' -- :� z Bill To: CITY OF ASHLAND 20 EAST MAIN STREET ASHLAND OR USA 97520 Quote Reference Number: 1-1ALXLGOP Project Name: TU-5 BLOWER/CP-2 SEAL Site: CITY OF ASHLAND COMMUNITY DEVELOPEMENT 51 WINBURN WAY ASHLAND OR 97520-2735 Branch Info: JOHNSON CONTROLS PORTLAND MEDFORD OR CB-ON58 Attn: DAVID ARNOLD M� as Y� ,�4 sem. .��z '�"�'.�`��. ,e mr � � u.'' �'' � '� C`itomer Inform lei - , � � - Name: DAVID ARNOLD This proposal is hereby accepted and Johnson Controls is authorized to proceed with the work, subject to credit approval By Johnson Controls, Inc. Milwaukee,WI. We propose to furnish the materials and/or perform the work below for the net price of: $2,198.62 This proposal is valid through: 03/21/2021 CITY OF ASHLAND Johnson Controls Inc. Signature: . Signature: Name: Name: Title: Title: Date: Date: PO: Johnson 04 CONFIDENTIAL: For customer review. ©2016 Johnson Controls Controls Page 1 of 4 -- gyp-' �:.�...'��^ W1=' ;4 �..s434- ,�,a Benefits/Scope of Work: TU-5: -REPLACE BLOWER MOTOR AND RUN CAPACITOR. HWCP-2: - REPLACE BODY SEAL Exclusions: 1.Labor or material not specifically described above is excluded from this proposal. 2.Unless otherwise stated, any and all overtime labor is excluded from this proposal. 3.Applicable taxes or special freight charges are excluded from this proposal • • • Johnson JP CONFIDENTIAL:For customer review. ©2016 Johnson Controls Controls Page 2 of 4 (IMPORTANT):This proposal incorporates by reference the terms and conditions which are attached to this document.All work is to be performed Monday through Friday during normal Johnson Controls,Inc.(JCi)business hours unless otherwise noted. This proposal,or any accepted alternates,are hereby accepted by Customer,and JCI is authorized to proceed with the work;subject,however,to credit approval by JCI,Milwaukee, Wisconsin. TERMS AND CONDITIONS By accepting this proposal,Customer agrees to be bound by the following terms and conditions: 1. SCOPE OF WORK. This proposal Is based upon the use of straight time labor only. Plastering, p pp g y patching, and painting are excluded. Disinfecting of chiller condenser and cooling tower water systems and components for biohazards, such as but not limited to Leglonella, are excluded unless otherwise specifically stated In this agreement.In-line duct and piping devices,including,but not limited to valves,dampers,humidifiers,wells,taps,flow meters,orifices,etc.,if required hereunder to be furnished by JCI,shall be distributed and installed by others under JCI's supervision but at no additional cost to JCI.Customer agrees to provide JCI with required field utilities(electricity,toilets,drinking water,project hoist,elevator service,etc.)without charge.JCI agrees to keep the job site clean of debris arising out of its own operations. Customer shall not back charge JCI for any costs or expenses without JCI's written consent. Unless specifically noted In the statement of the scope of work or services undertaken by JCI under this agreement,JCI's obligations under this agreement expressly exclude any language or provision of the agreement elsewhere contained which may authorize or empower the Customer to change,modify,or alter the scope of work or services to be performed by JCI and shall not operate to compel JCI to perform any work relating to Hazards or Biohazards,such as but not limited to Legionella,without JCI's express written consent. 2. INVOICE AND PAYMENTS. JCI may invoice Customer monthly for all materials delivered to the job site or to an off-site storage facility and for all work performed on-site and off-site.Customer shall pay JCI at the time Customer signs this agreement an advance payment equal to 10%of the contract price,which advance payment shall be credited against the final payment(but not any progress payment)due hereunder. Payment is due to JCI upon Customer's receipt of JCI's invoice and shall be paid by Customer within 30 days. Invoicing disputes must be identified by Customer in writing within 21 days of the date of the invoice. Payment of any disputed amounts are due and payable upon resolution of such dispute.All other amounts remain due within 30 days.Failure to make payments when due will give JCI,without prejudice to any other right or remedy,the right to: (i)stop performing any services,withhold deliveries of equipment and other 1 materials,terminate or suspend any unpaid software licenses,and/or terminate this agreement;and(ii)charge Customer interest on the amounts unpaid at a rate equal to the lesser of one and one half(1.5)percent per month or the maximum rate permitted under applicable law,until payment is made in full.Customer will pay all of JCI's reasonable collection costs(including legal fees and expenses).In the event of Customer's default,the balance of any outstanding amounts will be immediately due and payable.Lien waivers will be furnished upon request,as the work progresses,to the extent payments are received. 3.MATERIALS.If the materials or equipment included in this proposal become temporarily or permanently unavailable for reasons beyond the control and without the fault of JCI,then in the case of such temporary unavailability,the time for performance of the work shall be extended to the extent thereof,and in the case of permanent unavailability,JCI shall(a)be excused from furnishing said materials or equipment,and (b)be reimbursed for the difference between the cost of the materials or equipment permanently unavailable and the cost of a reasonably available substitute therefore. 4. EQUIPMENT WARRANTY.JCI warrants that equipment manufactured or labeled by JCI shall be free from defects in material and workmanship arising from normal usage for a period of one year.Only if JCI installs or furnishes a piece of equipment under this agreement,and that equipment is covered by a warranty from a manufacturer other than JCI,JCI will transfer the benefits of that manufacturer's warranty to Customer.All transportation charges incurred in connection with the warranty for equipment and/or materials not installed by JCI shall be borne by Customer.These warranties shall not extend to any equipment that has been abused, altered, misused or repaired by Customer or third parties without the supervision of and prior written approval of JCi, or if JCI serial numbers or warranty date decals have been removed or altered.Customer must promptly report any failure of the equipment to JCI in writing. 5.LIMITED WARRANTY.JCI warrants its workmanship or that of its agents(Technicians)in relation to installation of equipment for a period of ninety(90)days from date of installation.Customer shall bear all labor costs associated with replacement of failed equipment still under JCI's equipment warranty or the original manufacturer's warranty, but outside the terms of this express labor warranty.All warranty labor shall be executed on normal business days during JCI normal business hours.These warranties do not extend to any equipment which has been repaired by others,abused,altered,or misused in any way,or which has not been properly and reasonably maintained.THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE.UNDER NO CIRCUMSTANCES SHALL JCI BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO ANY DEFECT IN MATERIAL OR WORKMANSHIP OF EQUIPMENT OR THE PERFORMANCE OF SERVICES.JCI makes no and specifically disclaims all representations or warranties that the services, products, software or third party product or software will be secure from cyber threats,hacking or other similar malicious activity. 6.LIABILITY.To the maximum extent permitted by law,in no event shall JCi and Its affiliates and their respective personnel,suppliers and vendors("JCI Parties") be liable to you or any third party under any cause of action or theory of liability even if advised of the possibility of such damages,for any:(a)special,incidental, consequential, punitive, or indirect damages; (b) lost profits, revenues, data, customer opportunities, business, anticipated savings, or goodwill; (c) business interruption;or(d)data loss or other losses arising from viruses,ransomware,cyber-attacks or failures or interruptions to network systems. In any case,the entire aggregate liability of the JCI Parties under this proposal for all damages, losses, and causes of action (whether in contract, tort (including negligence), or otherwise)shall be limited to the amounts payable to JCI hereunder. 7.TAXES.The price of this proposal does not include duties,sales,use,excise,or other taxes,unless required by federal,state,or local law.Customer shall pay, in addition to the stated price,all taxes not legally required to be paid by JCI or,alternatively,shall provide JCI with acceptable tax exemption certificates.JCI shall I provide Customer with any tax payment certificate upon request and after completion and acceptance of the work. 8.DELAYS.JCI shall not be liable for any delay in the performance of the work resulting from or attributed to acts of circumstance beyond JCI's control,Including but not limited to;acts of God, fire, riots, labor disputes, conditions of the premises,acts or omissions of the Customer, Owner, or other Contractors or delays caused by suppliers or subcontractors of JCI,etc. 9. COMPLIANCE WITH LAWS. JCI shall comply with all applicable federal, state, and local laws and regulations, and shall obtain all temporary licenses and permits required for the prosecution of the work.Licenses and permits a permanent nature shall be procured and paid for by the Customer. 1 10. PRICING; PAYMENT.JCI may increase prices upon notice to the Customer to reflect increases in material and labor costs.Customer shall pay all invoices when due in accordance with the payment terms provided for herein,and such payment is a condition precedent to JCI's obligation to provide products or perform 1 services hereunder.In issuing any purchase order related to or arising out of this proposal and notwithstanding any language to the contrary therein, Customer 1 acknowledges and agrees that any and all JCI Invoices for an amount greater than$25,000 shall be paid via wire transfer,check or money order,and that 1�1� Johnson %/J �I CONFIDENTIAL: For customer review. ©2016 Johnson Controls Controls Page 3 of 4 Customer shall not make,nor will JCI accept,payment In excess of$25,000 in the form of a credit card,debit card,or other similar payment device. 11.DISPUTES.All disputes involving more than$15,000.00 shall be resolved by arbitration in accordance with the rules of the American Arbitration Association. ' The prevailing party shall recover all legal costs and attorneys'fees incurred as a result.Nothing here shall limit any rights under construction lien laws. 12.INSURANCE. Insurance coverage in excess of JCI's standard limits will be furnished when requested and required.No credit will be given or premium paid by JCI for insurance afforded by others. 13. INDEMNITY. The Parties hereto agree to indemnify each other from any and all liabilities, claims, expenses, losses or damages, including attorney's fees which may arise In connection with the execution of the work herein specified and which are caused,by the negligent act or omission of the indemnifying Party. 14. CUSTOMER RESPONSIBILITIES. Customer is solely responsible for the establishment, operation, maintenance, access, security and other aspects of its computer network("Network")and shall supply Johnson Controls secure Network access for providing its services. Products networked,connected to the Internet, or otherwise connected to computers or other devices must be appropriately protected by Customer and/or end user against unauthorized access. Customer is responsible to take appropriate measures,including performing back-ups,to protect information,including without limit data,software,or files(collectively"Data") prior to receiving the service or products. 15.FORCE MAJEURE.JCI shall not be liable,nor in breach or default of its obligations under this proposal,for delays,interruption,failure to render services,or any other failure by JCI to perform an obligation under this proposal,where such delay,interruption or failure is caused,in whole or in part,directly or indirectly,by a Force Majeure Event. A"Force Majeure Event" is a condition or event that is beyond the reasonable control of JCI,whether foreseeable or unforeseeable, including, without limitation, acts of God, severe weather(including but not limited to hurricanes, tornados, severe snowstorms or severe rainstorms),wildfires, floods,earthquakes,seismic disturbances,or other natural disasters,acts or omissions of any governmental authority(including change of any applicable law or regulation), epidemics, pandemics, disease, viruses, quarantines, or other public health risks and/or responses thereto, condemnation, strikes, lock-outs, labor disputes,an increase of 5%or more in tariffs or other excise taxes for materials to be used on the project,fires,explosions or other casualties,thefts,vandalism, civil disturbances, insurrection, mob violence, riots, war or other armed conflict (or the serious threat of same), acts of terrorism, electrical power outages, interruptions or degradations in telecommunications, computer, network, or electronic communications systems, data breach, cyber-attacks, ransomware, unavailability or shortage of parts,materials,supplies,or transportation,or any other cause or casualty beyond the reasonable control of JCI. If JCI's performance of the work is delayed, impacted, or prevented by a Force Majeure Event or its continued effects, JCI shall be excused from performance under this proposal. Without limiting the generality of the foregoing, if JCI Is delayed In achieving one or more of the scheduled milestones set forth in this proposal due to a Force Majeure Event,JCI will be entitled to extend the relevant completion date by the amount of time that JCI was delayed as a result of the Force Majeure Event,plus such additional time as may be reasonably necessary to overcome the effect of the delay. To the extent that the Force Majeure Event directly or indirectly increases JCI's cost to perform the services, Purchaser is obligated to reimburse JCI for such increased costs,including,without limitation,costs incurred by.JCI for additional labor,inventory storage,expedited shipping fees,trailer and equipment rental fees,subcontractor fees or other costs and expenses incurred by JCI in connection with the Force Majeure Event. 16.OCCUPATIONAL SAFETY AND HEALTH.The Parties hereto agree to notify each other immediately upon becoming aware of an inspection under, or any alleged violation of the,Occupational Safety and Health Act relating in any way to the project or project site. 17.ONE-YEAR CLAIMS LIMITATION.No claim or cause of action,whether known or unknown,shall be brought against JCI more than one year after the claim first arose. Except as provided for herein,JCI's claims must also be brought within one year. Claims for unpaid contract amounts are not subject to the one-year limitation. 18. JCI CONNECTED EQUIPMENT SERVICES. Certain equipment sold hereunder includes by default JCI's Connected Equipment Services. Connected Equipment Services is a data-analytics and monitoring Software platform that uses a cellular or network connection to gather equipment performance data to assist JCI in advising Customer on (and Customer In better understanding) such equipment's health, performance or potential malfunction. If Customer's equipment includes Connected Equipment Services, such services will be on by default and the remote connection will continue to connect to Customer's Equipment through the full equipment lifecycle, unless Customer specifically requests in writing that JCI disable the remote connection or JCI discontinues or removes such remote connection. For more information on whether your particular equipment Includes Connected Equipment Services, a subscription to such services and the cost, If any, of such subscription, please see your applicable order, quote, proposal, or purchase documentation or talk to your JCI sales representative. If Customer's equipment Includes Connected Equipment Services,JCI will provide a cellular modem or other gateway device("Gateway Device") owned by JCI or Customer will supply a network connection suitable to establish a remote connection with Customer's applicable equipment to permit JCI to use Connected Equipment Services to perform first-year and extended warranty services as well as other services,including troubleshooting,quarterly health reports, remote diagnostic and monitoring and aftermarket services. For certain subscriptions, Customer will be able to access equipment information from a mobile or smart device using Connected Equipment Service's mobile or web app.Any Gateway Devices provided hereunder shall remain JCI's property,and JCI may upon reasonable notice access and remove such Gateway Device and discontinue services in accordance with the Software Terms,If Customer does not permit JCI to connect via a connection validated by JCI for the equipment and a service representative must therefore be dispatched to the Customer site,then the Customer will pay JCI at JCI's then-current standard applicable contract regular time and/or overtime rate for services performed by the service representative.JCI disclaims any obligation to advise Customer of any possible equipment error or malfunction.Customer acknowledges that,while Connected Equipment Services generally improve equipment performance and services, Connected Equipment Services does not prevent all potential malfunction, Insure against all loss or guarantee a certain level of performance and that JCI shall not be responsible for any Injury,loss,or damage caused by any act or omission of JCI related to or arising from the monitoring of the equipment under Connected Equipment Services. 19.SOFTWARE AND DIGTAL SERVICES. Use,Implementation,and deployment of the software and hosted software products("Software")offered under these terms shall be subject to, and governed by, JCI's standard terms for such Software and Software related professional services in effect from time to time at https://www.johnsoncontrols.com/techterms(collectively,the"Software Terms").Applicable Software Terms are incorporated herein by this reference. Other than the right to use the Software as set forth in the Software Terms,JCI and Its licensors reserve all right,title,and Interest(including all Intellectual property rights)in and to the Software and improvements to the Software.The Software that is licensed hereunder is licensed subject to the Software Terms and not sold. If there Is a conflict between the other terms herein and the Software Terms,the Software Terms shall take precedence and govern with respect to rights and responsibilities relating to the Software,Its implementation and deployment and any improvements thereto. 20. ENTIRE AGREEMENT.This proposal,upon acceptance,shall constitute the entire agreement between the parties and supersedes any prior representations or understandings. 21.CHANGES.No change or modification of any of the terms and conditions stated herein shall be binding upon JCI unless accepted by JCI in writing. Johnson '/),(a CONFIDENTIAL: For customer review. ©2016 Johnson Controls Controls Page 4 of 4 A ® DATE(MM/DDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 03/11/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT • Marsh USA Inc. NAME: 540 West Madison Street PHONE FAX Suite 1200 (MAIM o.Ext): (NC.No): Chicago,IL 60661 ADDRESS: Attn:JCI.Certrequest@marsh.com INSURER(S)AFFORDING COVERAGE NAIC# CN101230596-5-20-21* INSURER A:Old Republic Insurance Company 24147 INSURED INSURER B: Johnson Controls,Inc. Tyco International Holding S.a.r.l. INSURER C: SimplexGrinnell LP (see attached Acord 101) INSURER D 5757 North Green Bay Avenue INSURER E: Milwaukee,WI 53209 INSURER F: COVERAGES CERTIFICATE NUMBER: CHI-009794565-02 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X MWZY 313947-20 10/01/2020 10/01/2021 EACH OCCURRENCE $ 5,000,000 CLAIMS-MADE X OCCUR DAMAGE TORENTED 5,000,000 PREMISES( (Ea occurrence) $ X Contractual Liability MED EXP(Any one person) $ 50,000 X XCU Included PERSONAL&ADV INJURY $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 20,000,000 X POLICY JEOT LOC PRODUCTS-COMP/OP AGG $ INC IN GEN AGG OTHER: $ A AUTOMOBILE LIABILITY X MWTB 313946-20(Excludes New Hamp) 10/01/2020 10/01/2021 Ea OMacciBINdent)ED SINGLE LIMIT $ 2,500,000 ( X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY _ AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION MWC 313943-20(AOS-see page 2) 10/01/2020 10/01/2021 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER A Y/N ANYPROPRIETORIPARTNER/EXECUTIVE MWXS 313944-20(OH&WA) 10/01/2020 10/01/2021 1,000,000 OFFICER/MEMBEREXCLUDED? N N/A E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) City of Ashland is included as additional insured per the attached. See attached Acord 101 for additional information including Additional Insured,Primary/Non-contributory,Waiver of Subrogation and Notice of Cancellation provisions. If an"X"is indicated in either the"ADDL INSD°or"SUBR WVD"boxes above,the indicated provision applies,BUT ONLY to the extent required by written contract and only as outlined in this Certificate of Insurance. CERTIFICATE HOLDER CANCELLATION City of Ashland SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20 East Main Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Ashland,OR 97520 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN101230596 LOC#: Milwaukee /"'"' • AR® ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh USA Inc. Johnson Controls,Inc. Tyco International Holding S.a.r.i. POLICY NUMBER SimplexGrinnell LP (see attached Acord 101) 5757 North Green Bay Avenue CARRIER NAIC CODE Milwaukee,WI 53209 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance WORKERS COMPENSATION: Workers Compensation°AOS°Policy includes coverage for employees from the following States WHILE WORKING IN ANY STATE:AK,AL,AR,AZ,CA,CO,CT,DC,DE,FL,GA,HI,IA,ID,IL,IN,KS,KY,LA, MA,MD,ME,MI,MN,MO,MS,MT,NC,NE,NH,NJ,NM,NV,NY,OK,OR,PA,RI,SC,SD,TN,TX,UT,VA,VT,WI,&WV. PRIMARY COVERAGE: The General Liability and Automobile Liability policies are primary and not excess of or contributing with other insurance or self-insurance,where required by written lease or written contract For General Liability, this applies to both ongoing and completed operations. WAIVER OF SUBROGATION: The General Liability,Automobile Liability,Workers'Compensation and Employers Liability policies include a Waiver of Subrogation in favor of the certholder and any other person or organization,BUT ONLY to the extent required by written contract. ADDITIONAL INSURED-AUTOMOBILE LIABILITY: The Automobile Liability policy,if required by written contract,includes coverage for Additional Insureds as required by such written contract. ADDITIONAL INSURED-GENERAL LIABILITY: For General Liability,if required by written contract,the following are included as additional insureds,as required pursuant to a written contract with a named insured,per attached Policy Endorsements A2 and A2A:THE CERTIFICATE HOLDER LISTED ON THIS CERTIFICATE OF LIABILITY INSURANCE,AND EACH OTHER PERSON OR ORGANIZATION REQUIRED TO BE INCLUDED AS AN ADDITIONAL INSURED PURSUANT TO A WRITTEN CONTRACT WITH THE NAMED INSURED. ONGOING OPERATIONS AND COMPLETED OPERATIONS INSURANCE The General Liability Insurance includes insurance for ongoing operations and completed operations. LIMIT OF LIABILITY: The Liability Limit that applies is the amount indicated on the face of this Certificate of Liability Insurance,or the minimum Liability limit that is required by the written contract,whichever is less. If there is no contract then the Liability Limit is limited to$1,000,000. NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS: Should any of the above described policies be cancelled,other than for non-payment,before the expiration date thereof,30 days advice of cancellation will be delivered to certificate holders In accordance with the policy endorsements. NAMED INSURED: Air Distribution Technologies IP,LLC;Air System Components,Inc.;Carter Brothers,LLC;OEM Access Systems,Inc.;Central CPVC Corporation;Central Sprinkler LLC;Chemguard,Inc.;Connect 24 Wireless Communications Inc.;Digital Security Controls,Inc.;Eastern Sheet Metal,Inc.;Elpas,Inc.;Exacq Technologies,Inc.;FBN Transportation,Inc.;Federal Energy Infrastructure Solutions,LLC;Grinnell Fire Protection Solutions LLC;Grinnell LLC;Hart&Cooley Trucking Company;Hart&Cooley,Inc.;Haz-Tank Fabricators,Inc.;IMECO LLC;Integrated Systems and Power,Inc.;Johnson Controls(Suisse)SA; Johnson Controls Air Conditioning and Refrigeration,Inc.;Johnson Controls Building,Automation Systems,LLC;Johnson Controls Digital Solutions LLC;Johnson Controls Engineering,LLC;Johnson Controls Federal Systems,Inc.;Johnson Controls Fire Protection LP;Johnson Controls Foundation,Inc.;Johnson Controls Government Systems,LLC;Johnson Controls,Inc.;Johnson Controls Navy Systems,LW; Johnson Controls PI Project Site Operations LLC;Johnson Controls Security Solutions LLC;Johnson Controls-Hitchi Air Conditoning North America LLC;Koch Filter Corporation;Master Protection LP dba FireMaster;Qolsys,Inc.;Retail Expert,Inc.;Ruskin Company;Ruskin Rooftop Systems,Inc.;Ruskin Service Company;Selkirk Corporation;Senelco Iberia,Inc.;Sensormatic Asia/Pacific,Inc.;Sensormatic Electronics(Puerto Rico)LLC;Sensormatic Electronics,LLC;ShopperTrak International Investment LLC;ShopperTrak RCT Corporation;Shurjoint America,Inc.;SimplexGrinnell LP;Tyco Fire&Security LLC; Tyco Fire Products LP;Tyco Integrated Security LLC;Tyco International Holding Sari.;Tyco International Management Company,LLC;Visonic Inc.;WillFire HC,LLC;York International(SA),Inc.;York International Corporation ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION - ENDORSEMENT A2 Named Insured Endorsement Number Johnson Controls,Inc.Tyco International Holding Policy Prefix Policy Number Policy Period Effective Date of.Endorsement 10/01/20 Issued By THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): If required by contract,the person or organization listed on the certificate of insurance as additional insured,and each other person or organization required to be included as an additional insured pursuant to a contract with a named insured. Location(s)Of Covered Operations: As required by contract Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II -Who is An Insured is amended to include as an additional insured.the person(s)or organization(s) shown in the Schedule, but only with respect to liability for"bodily injury", "property damage" or "personal and advertising injury"caused solely by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of.your ongoing operations for the additional insured(s)at the location(s)designated above. B. With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to"bodily injury"or"property damage"occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on 'the project (other than service, maintenance or repairs) to be performed by or on,behalf of the additional insured(s) at thelocation of the covered operations has been completed;or 2. That portion of"your work"out of which the injury or damage arises has been put"to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same,project. GL 289 001 1012 MWZY 313947 20 Johnson Controls,Inc.Tyco International Holding 10/01/2020-10/01/2021 r IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY ADDITIONAL INSURED -OWNERS; LESSEES OR CONTRACTORS - COMPLETED OPERATIONS - ENDORSEMENT A2A Named Insured Endorsement Number Johnson Controls,Inc.Tyco International Holding S.a.r.l. Policy Prefix Policy Number Policy Period Effective Date of Endorsement 10/01/20 Issued By THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)'Or Organization(s): If required by contract,the person or organization listed on the certificate of insurance as additional insured,and each other person or organization required to be included as an additional insured pursuant to a contract with a named insured. Location And Description Of Completed Operations: As required by contract Information required to complete this Schedule,if not shown above,will be shown in the Declarations. Section li - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or property damage" caused solely by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". GL 289 0021012 MWZY 313947 20 Johnson Controls,Inc.Tyco International Holding 10/01/2020-10/01/2021